USER TERMS AND CONDITIONS

This page states the terms and conditions under which the customer designated as such in the applicable Subscription Agreement (the “User”) may use the Mastery Connect web site (the "Web Site"). Instructure, Inc ("Mastery Connect"), having principal place of business at 6330 S 3000 E #700, Cottonwood Heights, Utah 84121, is the owner to all right, title, and interest to the Web Site.

1. USE OF THE MATERIALS.

Right to Access Website.
By agreeing to and satisfying the terms and conditions set forth herein, Mastery Connect authorizes the User to establish and maintain accounts for its employees, and in connection with such accounts, to view, use, and access this Web Site solely for non-commercial education- related uses and/or in a classroom setting. Special rules may apply to the use of certain other items, materials, or services that are provided on the Web Site. These special rules may be listed as notices or agreements either separate from, or included within, this Agreement, and detail the legal constraints on the User’s use of the Web Site, use and access of materials available through the Web Site, and use of other items and/or services, and are incorporated into this Agreement by this reference. All rights not expressly granted by Mastery Connect are herein reserved.

Materials.
The contents of the Web Site, such as text, graphics, images, audio, video clips, photographs, illustrations, multimedia materials, software, and other materials, whether unsecured or secured access, as defined herein (the "Materials") are solely owned and the property of Mastery Connect, except for those materials, data, or information that are owned by the public, the government, or any third parties, including certain data or information submitted or uploaded by the User or other users of the Web Site to Mastery Connect. User acknowledges that the User does not acquire any ownership rights in the Materials by downloading or accessing the Materials.

No Transfer.
User may not modify, create derivative works from, participate in the transfer or sale of, post on the World Wide Web, reproduce, display, publicly perform, distribute, or otherwise use or exploit the Materials in any way for any public or commercial purpose. User agrees not to assign, transfer, whether such access is free or fee-based. As such, the use of the Materials on or in connection with any other web site, service, or in a networked computer environment for any purpose is prohibited.

Copyright Protection.
The Materials are protected by copyright under both United States and foreign laws. Unauthorized use of the Materials may violate copyright, trademark, and other laws. Therefore, the User must retain all copyright, trademark, and other proprietary notices contained in the original Materials on any authorized copy User makes of the Materials. User agrees not to use any trademarks, service marks, names, logos, or other identifiers of the Web Site, Mastery Connect, or Mastery Connect’s employees, licensors, independent contractors, providers and affiliates (collectively, the "Affiliates") without the prior written permission of Mastery Connect or the relevant Affiliate. In addition, User may not use Mastery Connect or Affiliate trademarks:

i. in, as, or as part of, User’s own trademarks or those of any third parties;

ii. to identify products or services that are not those of Mastery Connect and the Web Site;

iii. in a manner likely to cause confusion; and/or

iv. in a manner that implies inaccurately that Mastery Connect or the Web Site sponsors, endorses, or is otherwise connected with, the activities, products and services of User or those of third parties.

2. USER COMMUNICATIONS.

Non-Confidential; License.
Generally, any communication that User posts to the Web Site is non-confidential. If the User communicates with Mastery Connect or other users of the Service by using electronic messages ("Communications"), those messages are not fully private or confidential. By posting or otherwise sending these Communications to the Web Site or Mastery Connect, the User automatically grants Mastery Connect a worldwide, royalty-free, perpetual, irrevocable non-exclusive license to use, reproduce, modify, publish, edit, translate, distribute, perform, exploit, and display the Communications alone or as part of other works in any form, media, or technology whether now known or hereinafter developed, and to sublicense such rights through multiple tiers of sublicensees.

The parties agree and acknowledge that Mastery Connect may from time to time add features to the Web Site that facilitate restricted-access Communications, such as messages between parents and teachers, that are not to be distributed beyond their designated scope. In such cases, the distribution restrictions will be published on the Web Site, and notwithstanding the breadth of the license rights granted in the last sentence of the preceding paragraph, Mastery Connect agrees that it shall exercise such license rights with respect to such restricted-access Communications only in accordance with such published distribution restrictions.

User Responsibility.
User is responsible for User’s own Communications and is responsible for the consequences of User posting information or other Communications. User acknowledges that: (i) User has no expectation of privacy in any Communications, except as provided herein; and (ii) no confidential, fiduciary, contractually implied or other relationship is created between Mastery Connect and User by reason of User transmitting a Communication to any portion of the Web Site.

3. USER CONTENT SUBMISSIONS.

License to Mastery Connect.
In using the Web Site, User is authorized to upload educational-related content, information, and materials, including assessments, and the like (collectively "User Content"). By uploading User Content to the system, the User automatically grants Mastery Connect a sublicensable, non-exclusive, royalty free, fully paid up, irrevocable, perpetual, worldwide right and license in all User Content uploaded to the Web Site, and for all purposes, both commercial and/or non-commercial, including but not limited to the right to distribute, publish, mix and create derivative works thereof and to grant others the same rights granted to Developer. In addition, the User agrees to allow all User Content to be remixed by other users of the Web Site solely for use in educational settings, including but not limited to classrooms. User otherwise retains the non- exclusive right to use, distribute and publish, for any purpose, any such User Content.

License to Other Users
User specifically agrees that by submitting User Content, including assessments, other users of the Web Site are hereby granted a non-exclusive, royalty-free, irrevocable, perpetual, worldwide right and license to:

i. remix User Content without attribution;

ii. distribute User Content within the Web Site for non-commercial purposes;

iii. and use User Content in a classroom setting.

Mastery Connect agrees to use reasonable efforts to ensure that User Content is used by other users of the Web Site only to the extent consistent with this paragraph.

Private User Content

The parties agree and acknowledge that Mastery Connect may from time to time add features to the Web Site that allow certain User Content to be marked as “private” by the User, such as User Content that is intended for use only by the User’s own employees and not for broader distribution to the other users of the Web Site. In such cases, notwithstanding the breadth of the license rights granted above, (a) Mastery Connect agrees that it shall exercise its license rights with respect to such private-marked User Content only to provide access to such User Content to accounts controlled by the User and its employees and agents; and (b) User grants no rights to such private-marked User Content to other users of the Web Site.

Restrictions on User Content.
User is responsible for all User Content uploaded to the Web Site through User’s account, in whatever form, whether in text, image, video, or other form. User specifically agrees to comply with all United States and international copyright laws and not to upload any copyrighted materials not constituting original works of authorship of User unless User has previously obtained the full right and license to upload and distribute the same, nor to assist any other individual or entity in doing the same. More particularly, User agrees not to perform any or all of the following, and not to assist others in doing so:

i. post or upload User Content that is copyrighted, unless User is the copyright owner or has the permission of the copyright owner to post it;

ii. post or upload User Content that reveals trade secrets, unless User owns them or has the permission of the owner;

iii. post or upload User Content that infringes on any other intellectual property rights of others, on the privacy or publicity rights of others, or is otherwise illegal under any cause of action;

iv. post or upload User Content that is obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to another user or any other person or entity;

v. post or upload User Content that is pornographic, indecent, sexually-explicit, or racially derogatory;

vi. post advertisements or solicitations of business;

vii. post chain letters or pyramid schemes; and/or

viii. delete any materials posted by any other person or entity.

User agrees that Mastery Connect and/or the licensing school district shall have the right to determine, in their sole discretion, whether User Content violates any of the restrictions of this paragraph.

Rights to Other User Content.
Through use of the Web Site, User may also be provided access to assessments, materials, information, and content provided by other users of the Web Site(the "Third Party Content"). In connection with such Third Party Content, User agrees that use of such content is limited to the term of this Agreement, and further that User will not do any of the following, nor assist others in doing so:

i. use the Third Party Content for any commercial purpose;

ii. view or use the Third Party Content outside of the WebSite, except as reasonably necessary in a classroom setting; and/or

iii. reproduce, post, or display the Third Party content outside of the WebSite, including posting on third party web sites, blogs, social networking sites, or in print form for any commercial or non-commercial, if such is outside a classroom setting.

4. COPYRIGHT COMPLIANCE.

DMCA Notice
Mastery Connect respects the intellectual property rights of others and expects its Customers to do the same. If you believe any Customer Content infringes your copyrights, you should send written notice of the alleged copyright infringement to our designated copyright agent at this address:

Mastery Connect
Attn: Legal
6330 S 3000 E #700
Cottonwood Heights, Utah 84121
(800) 203-6755

or

By email: finance@masteryconnect.com

Such notice must meet the requirements of the Digital Millennium Copyright Act (17 U.S.C. §512(c)(2)) by providing the following information:

1. A description of the copyrighted work that you claim has been infringed;
2. A description of where the allegedly infringing material is located on the Website;
3. Your name, address, daytime telephone number and email address;
4. A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law;
5. A statement by you, made under penalty of perjury, affirming that the above information in your notice is accurate, and that you are the owner of the copyright at issue or are authorized to act on the copyright owner's behalf; and
6. An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright at issue.

Counter-Notice
If you believe that your Customer Content was removed or disabled but is not infringing another’s intellectual property rights; or that you have the authorization (from the copyright owner, the copyright owner’s agent, or pursuant to the law) to post and use the questioned Customer Content; you may send a counter-notice to the above-designated Copyright Agent containing the following information:

1. Your physical or electronic signature;
2. Identification of the content that has been removed or to which access has been disabled and the location at which the content appeared before it was removed or disabled;
3. A statement that you have a good faith belief that the content was removed or disabled as a result of mistake or a misidentification of the content; and
4. Your name, address, telephone number and email address, a statement that you consent to the jurisdiction of the federal and state courts in Collin County, Texas, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received, Mastery Connect may send a copy of the counter-notice to the original complaining party informing that person that Mastery Connect may replace the removed content or cease disabling it in 10 business days, unless the copyright owner files an action seeking a court order against the content provider, member or user. If such an action is not filed, Mastery Connect may replace or restore access to the removed content within 10 to 14 business days or more after receipt of the counter-notice, at Mastery Connect’s sole discretion.

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5. ACCOUNT TERMS.

Rules of Conduct.
User’s authorization to create and maintain accounts or otherwise be provided access to the Web Site is conditioned on User’s continued satisfaction of the following terms. User agrees that:

i. User shall provide access to the Web Site only to those individuals, employed by User as a teacher or administrator. If such an individual’s employment ends with the User, or such individual is no longer employed by User as a teacher or administrator, User agrees to revoke such individual’s access to the Web Site;

ii. User will provide complete and accurate information when required to do so to (e.g., name, school district, school, occupation, certification of original authorship of uploaded content, and the like), and that User will maintain such information such that it remains current and accurate;

iii. the access information for each account (e.g., password, User ID, and the like) is personal to the individual for whom such account is created and User will ensure that such individual does not transfer, share, or make available any of such information to others, including without limitation co-workers. Each account will be used by each teacher or administrator individually, and will not be shared by multiple people;

iv. User is solely and personally responsible for maintaining the security and confidentiality of User’s account access information, and is responsible for all User Content, Communications, and activity that occur under User’s account. Mastery Connect will not be liable for any loss or damage from User’s failure to maintain the security of User’s account access information or from any activity made using user’s account;

v. User will not use the Web Site for any fraudulent, illegal or unauthorized purpose, including but not limited to the violation of any applicable local, state, national, or international law;

vi. User will not impersonate any person or entity, including but not limited to any employee, agent, or representative of the Web Site, a forum moderator, guide or host, or falsely state or otherwise misrepresent User’s identity or User’s affiliation with any person or entity, or express or imply that Mastery Connect endorses any statement User makes;

vii. User will not interfere with or disrupt the operation of the Web Site, including hacking or defacing any portion of the Web Site, or use of the communication features of the Web Site in a manner that affects the availability of its resources to other users;

viii. User will not transmit or otherwise make available in connection with the Web Site any spam, virus, worm, Trojan Horse, or other harmful code;

ix. User will not reverse engineer, decompile, disassemble or otherwise attempt to discover any system code of the Web Site;

x. User will not interfere with or violate any other user’s right to privacy or other rights, or harvest or collect personally identifiable information about users of the Web Site, or about Mastery Connect, its owners, directors, officers, employees and representatives identified on the site, without their express written consent;

xi. User will not frame or mirror all or any part of the Web Site without Mastery Connect’s express written authorization; and

xii. User will cause all of its employees to abide by the foregoing restrictions.

Continued Access.
Mastery Connect reserves the right to expel User and terminate User’s account or otherwise prevent User’s further access to the Web Site for violating this Agreement or the law, and Mastery Connect reserves the right at all times to edit, disclose, or refuse to post, request removal of or remove any materials or other communications which are, in Mastery Connect’s or the licensing school district’s sole discretion, abusive, illegal, objectionable, or disruptive.

6. MASTERYCONNECT’S PROPRIETARY RIGHTS.

Ownership; System Code.
Title and full ownership rights to the Web Site and all components thereof licensed under this Agreement, including, without limitation, all intellectual property rights therein and thereto, therefore remain with Mastery Connect. It is agreed that the system code, Materials, and the documentation, are the proprietary, confidential, trade secret properties or copyrighted works of the Mastery Connect, whether or not any portions thereof are or may be copyrighted, and User shall take all reasonable steps necessary to protect the confidential nature thereof. User further agrees that User shall not make any disclosure of any or all system code (including methods or concepts utilized therein) to anyone. Disclosure of any or all of the system code by User shall not be a breach of this Agreement if User is required to disclose or make such system code available to a third party or court, provided such disclosure is the minimum required, the disclosure is compelled by subpoena or otherwise ordered by an administrative agency or court of competent jurisdiction, and that prior to such disclosure by User, User first provides reasonable notice to Mastery Connect to allow Mastery Connect sufficient time intervene or otherwise seek a protective order for such disclosure.

Trademark Usage.
User acknowledges and agrees that except for User Content uploaded by User to the Web Site, the Web Site, Materials, and the information found on the Web Site are and shall remain the property of Mastery Connect, Mastery Connect, or third parties, and User has no rights to any copyright, trademark, patent, trade secret, and/or other proprietary rights therein. Trade names, trademarks, and service marks of Mastery Connect or Mastery Connect Affiliates include, without limitation, MASTERYCONNECT, MASTERYCONNECT, LLC, AND "masteryconnect.com" and any associated logos. All trade names, trademarks and service marks on the Web Site that are not owned by Mastery Connect or its Affiliates are the property of their respective owners. The trade names, trademarks, and service marks owned by Mastery Connect or its affiliates, whether registered or unregistered, may not be used in connection with any product or service that is not either Mastery Connect’s, or in any other manner that is likely to cause confusion or dilution. Nothing on the Web Site or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any right or license to use any of Mastery Connect’s (or its Affiliate’s) trade names, trademarks, or service marks without Mastery Connect’s (or the relevant Affiliate’s) prior express written permission.

Survival of Obligations.
The obligations imposed by this Section 6 upon User shall continue after any termination of rights under this Agreement.

9. MASTERYCONNECT’S LIABILITY.

Inaccuracies.
The Materials and Web Site may contain inaccuracies or typographical errors. Mastery Connect makes no representations about the accuracy, reliability, completeness, or timeliness of the Web Site, Materials or Third-Party Content, or about the results that may be obtained from using the Web Site, the Materials, and other information on the Web Site. The use of the Web Site, including the Materials, is at User’s own risk. Changes are periodically made to the Web Site and Materials and may be made at any time. Notwithstanding the foregoing, nothing in this paragraph shall operate to limit Mastery Connect’s obligations (or the User’s rights or remedies) under (a) the applicable Service Level Agreement set forth in the applicable signed contract with the User; or (b) the paragraph above entitled “Service Provider Commitment”.

Limits to Liability.
THE USE OF THE WEB SITE, INCLUDING THE MATERIALS, IS AT USER’S OWN RISK. USER ACKNOWLEDGES THAT BY POSTING AND/OR UPLOADING MATERIAL TO THE WEB SITE, THERE IS A POSSIBILITY THAT THE MATERIALS MAY BE UNLAWFULLY MODIFIED, COPIED, USED OR DISTRIBUTED BY THIRD PARTIES. WITHOUT LIMITING MASTERYCONNECT’S OBLIGATIONS (OR THE USER’S RIGHTS AND REMEDIES) UNDER THE APPLICABLE SERVICE LEVEL AGREEMENT OR THE PARAGRAPH ABOVE ENTITLED “SERVICE PROVIDER COMMITMENT”, USER ACKNOWLEDGES AND AGREES THAT MASTERYCONNECT SHALL HAVE NO LIABILITY TO USER FOR ANY CLAIMS, ACTIONS OR DAMAGES ARISING FROM USER’S USE OF THE WEB SITE, AND USER AGREES TO LOOK SOLELY TO ANY SUCH THIRD PARTIES FOR REDRESS OF ANY SUCH CLAIMS, ACTIONS OR DAMAGES.

10. WARRANTIES AND DISCLAIMERS.

User Authority.
User represents and warrants to Mastery Connect that its employees are at least eighteen (18) years old and that User possesses the legal right and ability to enter into this Agreement and to use the Web Site in accordance with this Agreement. User further warrants and represents that User has the legal authority to enter into this Agreement.

Third Party Links.
The Web Site may contain links to third party web sites. These links are provided solely as a convenience to User and not as an endorsement by Mastery Connect of the contents on such third-party web sites. The inclusion of the links does not imply that Mastery Connect sponsors or is affiliated with or is legally authorized to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links, or that the linked web sites are authorized to use any trademark, trade name, logo or copyright symbol of Mastery Connect or any of Mastery Connect’s Affiliates. Mastery Connect is not responsible for the content of linked third-party web sites and does not make any representations regarding the content or accuracy of materials on such third party web sites. In the event that the User decides to access-linked third-party web sites, the User does so at User’s own risk. Any concerns that User may have regarding any external link should be directed to that web site’s administer or webmaster.

Limited Warranty.

During the term of the applicable signed contract between Mastery Connect and the User, Mastery Connect warrants that the Web Site, when used in accordance with its applicable specifications, will perform features and functions that substantially conform to the description of such features and functions set forth in such signed contract. The User’s sole and exclusive remedy, and Mastery Connect’s entire liability, for breach of the foregoing warranty shall be for Mastery Connect to repair or replace the Web Site so that it conforms to the foregoing warranty, or, if it is unable to do so despite the application of commercially reasonable efforts, to terminate the applicable signed contract and refund to the User a portion of any amounts prepaid by the User for the use of the Web Site, pro-rated to reflect the remaining term of the applicable signed contract at the time of such termination.

ERROR-FREE ACCESS.
MASTERYCONNECT DOES NOT WARRANT THAT THE FUNCTIONS AND FEATURES OF THE WEB SITE WILL BE UNINTERRUPTED OR OPERATE ERROR-FREE, THAT ALL DEFECTS WILL BE CORRECTED, AND/OR THAT THE WEB SITE, ANY MATERIALS, CONTENT, OR SOFTWARE DOWNLOADABLE OR VIEWABLE FROM THE WEB SITE, INCLUDING BUT NOT LIMITED TO ANY AND ALL MATERIALS, DOCUMENTS, THIRD-PARTY CONTENT, AND OTHER INFORMATION, AND THE WEB SITE’S SERVER(S) ARE FREE OF COMPUTER VIRUSES, INFECTIONS, WORMS, TIME BOMBS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. MASTERYCONNECT DOES NOT WARRANT THAT USER WILL OBTAIN ANY FINANCIAL, PROFESSIONAL, OR OTHER BENEFIT BY USING THE WEB SITE. MASTERYCONNECT DOES NOT WARRANT THE ACCURACY, SUITABIITY, TIMELINESS, OR RELIABILITY OF: (I) THE WEB SITE, THE MATERIALS, USER CONTENT, THIRD- PARTY CONTENT, INFORMATION, SOFTWARE, AND/OR FUNCTIONS MADE ACCESSIBLE BY OR ACCESSED THROUGH THE WEB SITE; (II) ANY PRODUCTS OR SERVICES OR HYPERTEXT LINKS TO THIRD PARTIES ON THE WEB SITE; OR (III) THE TRANSMISSION OF SENSITIVE INFORMATION THROUGH THE WEB SITE OR ANY LINKED WEB SITE OR SERVICE. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PARAGRAPH ABOVE, MASTERYCONNECT MAKES NO WARRANTIES AND SHALL NOT BE LIABLE FOR THE USE OF THE WEB SITE, INCLUDING WITHOUT LIMITATION, THE MATERIALS, COMMUNICATIONS, USER CONTENT, AND THIRD-PARTY CONTENT, AND ANY ERRORS CONTAINED THEREIN UNDER ANY DIRECT OR INDIRECT CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO MASTERYCONNECT’S NEGLIGENCE. IF USER’S USE OF THE WEB SITE OR THE MATERIALS RESULTS IN THE NEED FOR SERVICING OR REPLACING OF USER’S EQUIPMENT OR DATA, MASTERYCONNECT IS NOT RESPONSIBLE FOR THOSE COSTS. IF USER IS DISSATISFIED WITH THE WEB SITE OR ANY MATERIALS OR CONTENT ON THE WEB SITE, USER’S SOLE REMEDY IS TO DISCONTINUE USING THE WEB SITE.

EXCEPT FOR THE EXPRESS WARRANTY SET FORTH IN THE PARAGRAPH ABOVE ENTITLED “LIMITED WARRANTY”, THE WEB SITE, MATERIALS, AND ALL OTHER CONTENT AND INFORMATION ARE PROVIDED ON AN ‘AS IS’ BASIS WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MASTERYCONNECT AND MASTERYCONNECT’S AFFILIATES, TO THE FULLEST EXTENT PERMITTED BY LAW, HEREBY DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR IMPLIED INCLUDING THE WARRANTY OF MERCHANTABILITY, WARRANTY OF QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND THE WARRANTY OF FITNESS FOR PARTICULAR PURPOSE. THE USE OF THE WEB SITE AND OTHER PORTIONS OF MASTERYCONNECT’S PROPERTY IS AT USER’S OWN RISK. MASTERYCONNECT DOES NOT WARRANT THE SECURITY OR CONFIDENTIALITY OF ANY INFORMATION SHARED OR UPLOADED USING THE WEB SITE.

INCIDENTAL DAMAGES.
MASTERYCONNECT SHALL NOT BE LIABLE FOR, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR INTERRUPTION RESULTING FROM THE USE OR INABILITY TO USE THE WEB SITE, THE MATERIALS, USER CONTENT, THIRD-PARTY CONTENT, OR OTHER INFORMATION RELATED THERETO. IN NO EVENT SHALL MASTERYCONNECT’S CUMULATIVE AGGREGATE LIABILITY TO THE USER EXCEED THE TOTAL AMOUNTS PAID BY THE USER UNDER THE APPLICABLE SIGNED CONTRACT BETWEEN MASTERYCONNECT AND THE USER DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO LIABILITY. THE LIMITATION OF DAMAGES SET FORTH HEREIN IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN USER AND MASTERYCONNECT, AND THE INFORMATION AND SERVICES PROVIDED FROM THE WEB SITE WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. SOME STATE LAWS MAY SUPERSEDE THESE LIMITATIONS.

11. INDEMNITY.

User agrees to defend, indemnify, and hold harmless Mastery Connect, Mastery Connect’s Affiliates, and Mastery Connect and Mastery Connect’s Affiliates’ officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from User’s use of the Web Site, Materials, Third Party Content, and User Content, and/or User’s breach of the terms of this Agreement.

12. FOREIGN AND EXPORT OF THE MATERIALS.

Access Outside the United States.
This Web Site is based in Salt Lake City, Utah, United States of America. Mastery Connect makes no claims that the Materials are appropriate or may be downloaded or accessed outside of the United States. Access to the Materials may not be legal by certain persons or in certain countries. In the event that the User accesses the Web Site from outside of the United States, User does so at User’s own risk, is responsible for compliance with the laws of User’s jurisdiction, and warrants that any such use will not violate the laws of the United States or User’s jurisdiction.

Export Compliance.
The United States controls the export of products and information. User agrees to comply with such restrictions and not to export or re-export the Materials to countries or persons prohibited under the export control laws. By downloading or accessing the Materials, User is agreeing that User is not in a country where such export or access is prohibited or is a person or entity to which such export or access is prohibited. User is responsible for compliance with the laws of User’s local jurisdiction regarding the access, import, export, or re-export of the Materials.

13. TERMINATION.

Term.
The term of this Agreement shall commence upon the effective date set forth in the applicable signed contract between User and Mastery Connect (the "Effective Date"). This Agreement shall continue in full force and effect from the Effective Date until the expiration date set forth in the applicable signed contract between the User and Mastery Connect.

Termination of Access and Account.
Mastery Connect is hereby authorized to terminate User’s account for any of the following reasons: (i) any violation of this Agreement by User; (ii) cessation of User’s employment with a licensing school district; (iii) account inactivity; or (iv) User’s failure to accept modifications to the Web Site and/or this Agreement. In the event that User violates any provision of this Agreement, User’s permission to use the Materials and Third-Party Content automatically terminates and User must immediately destroy any and all copies that User has made of the Materials and Third-Party Content.

Terminate Web Site Features.
Mastery Connect shall have the right for any reason, in its sole discretion, to terminate, change, suspend, or discontinue any aspect of the Web Site, including but not limited to the Materials, features, or hours of availability. Mastery Connect may also impose limits on certain features and services or restrict access to parts or all of the Web Site without notice or liability.

14. CONTACT INFORMATION.

If you, the User, have any questions regarding this Agreement, are providing notice to Mastery Connect for any reason related to this Agreement, or otherwise wish to contact Mastery Connect, please direct all correspondence to:

By mail: Instructure, Inc
ATTN: Legal
6330 S 3000 E #700
Cottonwood Heights, Utah 84121
Tel: (800) 203-6755

or

By email: finance@masteryconnect.com

15. GENERAL.

A waiver by either party of a breach of any term or condition of this Agreement shall not constitute a waiver of any further breach of a term or condition of this Agreement and no waiver shall be effective unless in writing signed by the party. This Agreement, together with the signed contract between the User and Mastery Connect, contains the entire agreement and supersedes all prior agreements and negotiations that relate to the subject matter of this Agreement, whether oral or written, between Mastery Connect and the User, except as expressly provided in a particular legal notice, other material on a particular web page of the Web Site. User acknowledges that no promise, representation, warranty, or covenant not included in this Agreement has been or is relied upon. User has relied upon User’s own examination of the full Agreement and the provisions thereof, and the warranties, representations, and covenants expressly contained in the Agreement itself. Terms and obligations which by their nature extend beyond the termination of User’s account shall continue beyond termination of this Agreement. This Agreement shall be construed in accordance with and its performance shall be governed by the laws of the State of Utah, notwithstanding the choice of law rules of such State. The courts of Utah shall have exclusive jurisdiction to determine all claims, disputes, actions, or suits that may arise hereunder and the parties expressly consent to such exclusive jurisdiction and venue before the proper authority in Utah. If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. Words in the singular shall include the plural and words in the plural shall include the singular. Words in any gender shall include the other gender. The paragraph and section headings used herein are for the convenience of the parties and shall not be deemed to modify or construe the provisions hereof. Further, if either party defaults in the performance of its obligations under this Agreement, then the defaulting party agrees to pay reasonable costs and attorneys’ fees to enforce this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the heirs and personal representatives and/or the successors and assigns of the parties. Mastery Connect shall have the right to assign this Agreement in whole or in part without the prior written consent of User.